<PAGE> 1
As filed with the Securities and Exchange Commission on September 30, 1996
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
SNYDER COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1983617
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6903 Rockledge Drive
15th Floor
Bethesda, Maryland 20817
(301) 571-1236
(Address of Principal Executive Offices)
-----------------------------------
Snyder Communications, Inc.
1996 Stock Incentive Plan
(Full Title of the Plan)
-----------------------------------
Brian Benhaim
6903 Rockledge Drive
15th Floor
Bethesda, Maryland 20817
(Name and Address of Agent for Service)
(301) 579-1236
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas H. McCormick, Esq.
Shaw, Pittman, Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered aggregate offering aggregate offering registration
price per unit price fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value
per share 5,000,000 shares $21.125 (1) $105,625,000 (1) $36,422
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, the
calculation of the registration fee is based on the average of the
high and low prices reported for the registrant's Common Stock on
September 25, 1996.
<PAGE> 2
PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by this reference and made a part
hereof:
(a) the Registration Statement on Form S-1 (Registration Statement
No. 333-7495) as filed with the Securities and Exchange
Commissions by Snyder Communications, Inc., a Delaware
corporation (the "Company"), on July 3, 1996, and as amended
by Amendment No. 1 to the Registration Statement filed on
August 15, 1996, Amendment No. 2 to the Registration Statement
filed on August 27, 1996, Amendment No. 3 to the Registration
Statement filed on August 30, 1996, Amendment No. 4 to the
Registration Statement filed on September 4, 1996, and
Amendment No. 5 to the Registration Statement on September 23,
1996 (as amended, the "Registration Statement").
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by this reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Certificate of Incorporation of the Company (the "Certificate of
Incorporation") authorizes the issuance of up to 120,000,000 shares of common
stock, par value $.001 per share (the "Common Stock"). Holders of Common Stock
("Holders") are entitled to one vote per share for each share held of record on
all matters submitted to a vote of the stockholders. Holders are entitled to
receive ratably such dividends as may be declared by the Board of Directors on
the Common Stock out of funds legally available therefor. The Holders have no
preemptive rights, cumulative voting rights, or rights to convert shares of
Common Stock into any other securities, and are not subject to future calls or
assessments by the Company.
The Certificate of Incorporation authorizes the Board of Directors to
issue up to an aggregate of 5,000,000 shares of preferred stock (the "Preferred
Stock"), to establish one or more series of preferred stock (the "Preferred
Stock") and to determine, with respect to any series of Preferred Stock, the
preferences, rights and other terms of such series. The Company believes that
the ability of the Board of Directors to issue one or more series of Preferred
Stock will provide the Company with increased flexibility in structuring
possible future financings and acquisitions and in meeting other corporate
needs. The authorized shares of Preferred Stock, as well as shares of Common
Stock, would be available for issuance without further action by the Company's
stockholders, unless such action is required by applicable law or the rules of
the stock exchange or automated quotation system on which the Company's
securities may be listed or
<PAGE> 3
traded. Although the Board of Directors has no present intention to do so, it
could, in the future, issue a series of Preferred Stock, which, due to its
terms, could impede a merger, tender offer or other transaction that some, or a
majority, of the Company's stockholders might believe to be in their best
interests.
The Company is subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware (the "Antitakeover Law") regulating
corporate takeovers. The Antitakeover Law prevents certain Delaware
corporations, including those whose securities are listed on the New York Stock
Exchange, from engaging, under certain circumstances, in a "business
combination" (which includes a merger or sale of more than 10% of the
corporation's assets) with any "interested stockholder" (a stockholder who
acquired 15% or more of the corporation's outstanding voting stock without the
prior approval of the corporation's Board of Directors) for three years
following the date that such stokcholder became an "interested stockholder." A
Delaware corporation may "opt out" of the Antitakeover Law with an express
provision in its original certificate of incorporation, or an express provision
in its certificate of incorporation or bylaws resulting from a stockholder's
amendment approved by at least a majority of the outstanding voting shares. The
Company has not "opted out" of the application of the Antitakeover Law.
The Company's Certificate of Incorporation does not provide for
cumulative voting in the election of directors. The Company's Bylaws provide
that stockholders holding, in the aggregate, not less than twenty-five percent
of the Common Stock are permitted to call a special meeting of the
stockholders.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "Delaware Law") provides
that a corporation may limit the liability of each director to the corporation
or its stockholders for monetary damages except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases; and
(iv) for any transaction from which the director derives an improper personal
benefit. The Certificate of Incorporation and Bylaws of the Company provide
for the elimination and limitation of the personal liability of directors of
the Company for monetary damages to the fullest extent permitted by the
Delaware Law. In addition, the Certificate of Incorporation and Bylaws provide
that if the Delaware Law is amended to authorize the further elimination or
limitation of the liability of a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by the Delaware
Law, as so amended. The effect of this provision is to eliminate the right of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for
breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. The provision does not
limit or eliminate the rights of the Company or any stockholder to seek
non-monetary relief such as an injunction or rescission in
- 2 -
<PAGE> 4
the event of a breach of a director's duty of care. In addition, the Bylaws
provide that the Company shall, to the full extent permitted by the Delaware
Law, as amended from time to time, indemnify and advance expenses to each of
its currently acting and former directors, officers, employees and agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
4(a) The Company's Certification of Incorporation, filed as Exhibit 3.1 to the Registration Statement, is
incorporated herein by this reference.
4(b) The Bylaws of the Company, filed as Exhibit 3.2 to the Registration Statement, is incorporated herein by
reference.
5 Opinion of Counsel, Shaw, Pittman, Potts & Trowbridge (filed herewith).
23(a) Consent of Arthur Andersen LLP, Independent Accountants (filed herewith).
23(b) Consent of Counsel, Shaw, Pittman, Potts & Trowbridge (filed as part of Exhibit 5 hereto).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statements:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereto)
which, individually or in the aggregate,
represents a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or
- 3 -
<PAGE> 5
any material change to such information in
the registration statement.
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do
not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any securities which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report filed pursuant to Section 13(a) or
15(d) (relating to employers which have registered stock under the 1933 Act) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
- 4 -
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia, on this 30th
day of September 1996.
SNYDER COMMUNICATIONS, INC.
a Delaware corporation
(Registrant)
/s/ DANIEL M. SNYDER
---------------------------------------
Daniel M. Snyder
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
Chairman of the Board,
President and Chief
Executive Officer
(Principal Executive
/s/ DANIEL M. SNYDER Officer) September 30, 1996
- ------------------------------------
Daniel M. Snyder
Vice Chairman, Chief
Operating Officer and
/s/ MICHELE D. SNYDER Director September 30, 1996
- -------------------------------------
Michele D. Snyder
Senior Vice President of
Corporate Development
/s/ BRIAN BENHAIM and Director September 30, 1996
- -------------------------------------
Brian Benhaim
</TABLE>
- 5 -
<PAGE> 7
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
Chief Financial Officer
(Principal Financial
/s/ A. CLAYTON PERFALL Officer) September 30, 1996
- -------------------------------------
A. Clayton Perfall
Chief Accounting
Officer (Principal
/s/ DAVID B. PAUKEN Accounting Officer) September 30, 1996
- --------------------------------------
David B. Pauken
</TABLE>
- 6 -
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Exhibit Numbered Page
- ------- ---------------------- -------------
<S> <C>
5 Opinion of Counsel, Shaw, Pittman, Potts & Trowbridge
23(a) Consent of Arthur Andersen LLP, Independent Accountants
23(b) Consent of Counsel, Shaw, Pittman, Potts & Trowbridge (filed as
part of Exhibit 5 hereto)
</TABLE>
- 7 -
<PAGE> 1
[SHAW PITTMAN POTTS & TROWBRIDGE LETTERHEAD]
September 30, 1996
Snyder Communications, Inc.
6903 Rockledge Drive
15th Floor
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel for Snyder Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 5,000,000
shares (the "Shares") of the Company's common stock, par value $.001 per share
(the "Common Stock"), pursuant to a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended (the "Registration Statement"), which
are available for purchase under the Snyder Communications, Inc. 1996 Stock
Incentive Plan (the "Plan").
Based upon our examination of the originals or copies of such
documents, corporate records, certificates of officers of the Company and such
other instruments as we have deemed necessary, and upon the laws as presently
in effect, we are of the opinion that the Shares of Common Stock have been duly
authorized for issuance by the Company and, upon issuance and delivery in
accordance with the terms of the Plan, will be fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ SHAW, PITTMAN, POTTS & TROWBRIDGE
Shaw, Pittman, Potts & Trowbridge
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement our reports dated July 1, 1996
included in Snyder Communications, Inc.'s registration statement on Form S-1
(Registration No. 333-7495) filed on September 23, 1996 and to all references
to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------------
Arthur Andersen LLP
Washington, D.C.
September 30, 1996
